Define Resolution and explain the various resolutions passed by the shareholders of a joint stock company
Pit field has defined the resolution in the following words : " A formal declaration at the will or wishes of the company."
In the other words we can say that resolution is the desire of the members of assembly or meeting which they have shown by their votes. Resolution is drafted in the third person.
KINDS OF RESOLUTION
ORDINARY RESOLUTION :-
This resolution is passed by the simple majority of the members of the company in the annual general meeting. Generally this resolution is used for ordinary routine business of the company.
Notice :- This notice is served to each member for 21 days.
1. To declare the dividend.
2. To verify the accounts.
3. To appoint the auditors.
4. To fix the remuneration of auditors.
5. To appoint and retire the managing agent.
6. To pass the statutory report.
7. Permission to the shares at discount.
SPECIAL RESOLUTION :-
The resolution which is passed by the majority of the shareholders not less than 34 is called special resolution. A copy of special resolution must be filed with the registrars office within fifteen days.
1. To transfer the registered office from one province to other.
2. To determine the remuneration of any director.
3. To change the Article of Association.
4. To change the Memorandum of the company.
5. To change the name of the company.
6. To reorganize the share capital of the company.
7. To investigate the company affairs.
8. To initiate winding up by the court.
9. To turn private company into limited company.
10. To reduce the share capital.
11. To depart the managing agents due to their carelessness.
12. To create reserve liability.
EXTRA ORDINARY RESOLUTION :-
A resolution which is passed by the majority not less then 34 of the shareholders who are entitled to vote. This resolution copy must be submitted within 15 days to the registrar.
Notice :- For this resolution 14 days notice must be served to the members. Members should be informed that which type of resolution will be presented.
1. To wind up the company voluntarily due to heavy liability.
2. To remove directors.
3. For settlement between company and its creditors.
Note :- About proxy and Quorum Articles of Association will describe the rules. If it is silent then company ordinance is applied.